Stock Options and Stock-based Employee Compensation | 3. Stock Options and Stock-Based Employee Compensation Below is a summary of common stock options outstanding at December 31, 2020: Authorized Shares Options Outstanding Options Vested Available for Grant Employee and Director Stock Equity Plans: 2004 Stock Option Plan 5,000,000 80,000 80,000 — 2006 Director’s Stock Option Plan 1,100,000 25,000 25,000 — 2012 Incentive Plan 6,300,000 537,010 537,010 — 2018 Omnibus Incentive Plan 6,000,000 100,000 18,750 2,222,521 Israel Plan 400,000 — — 400,000 Total Employee and Director Stock Option Plans: 18,800,000 742,010 660,760 2,622,521 Other Executive Inducement Stock Equity Award 250,000 100,000 — — Total 19,050,000 842,010 660,760 2,622,521 Under all of our stock option plans, new shares are issued when options are exercised. Employee and Director Stock-Based Plans We have non-qualified stock options outstanding to employees and directors under various stock option plans. The plans require the exercise price of options granted under these plans to equal or exceed the fair market value of the Company’s common stock on the date of grant. The options, subject to termination of employment, generally expire ten years from the date of grant. Historically, our employee options and equity awards typically vested pro-rata and annually over three or four years. Stock-based grants to employees, officers and directors frequently contain accelerated vesting provisions upon the occurrence of a change of control, as defined in the applicable option agreements. In connection with the acquisition of CloudAlly (as defined herein), on November 5, 2020, the board authorized a new, non-shareholder-approved equity plan under Nasdaq rules that permit the grant of “inducement” equity award (“Israel Plan”) to employees of CloudAlly who joined Zix as part of the acquisition. Under the terms of the plan, 400,000 awards are available for issuance. These awards are expected to be granted in January 2021 and vest over two to four years. Under the terms of the 2018 Omnibus Incentive Plan approved by our shareholders during our annual meeting held on June 6, 2018, (the “2018 Plan”), 6,000,000 shares are available for issuance. Awards issued under the 2018 Plan typically vest pro-rata and annually over three or four years. Under the terms of the 2012 Incentive Plan adopted by our Board of Directors on April 13, 2012 (the “2012 Plan”), 2,700,000 shares were available for issuance, plus a number of additional shares (not to exceed 1,327,000) underlying options outstanding under certain of the Company’s prior equity plans that thereafter terminate or expire unexercised, or are cancelled, forfeited, or lapse for any reason. Our shareholders approved an Amended and Restated 2012 Incentive Plan during our annual meeting held June 24, 2015, increasing the number of shares available for grant by 3,600,000. Awards issued under the 2012 Plan typically vest pro-rata and annually over three or four years. Other Executive Inducement Stock Equity Award From time to time, we may grant stock equity to key company executives, consultants, and other third parties. In 2020, in connection with a key executive’s joining the company, Zix’s board authorized non-shareholder-approved “inducement” equity awards to him consisting of (a) 100,000 shares of restricted stock, which will vest over four years, (b) 25,000 shares of restricted stock, which will vest in accordance with Zix’s achievement of certain financial performance metrics in 2021 and 2022, and (c) options to acquire 100,000 shares of Zix common stock, which will vest over four years. Accounting Treatment We use the straight-line amortization method for recognizing stock option compensation costs. Our share-based awards include (i) stock options, (ii) restricted stock awards, some of which are subject to time-based vesting (“Restricted Stock”) and some of which are subject to performance-based vesting (“Performance Stock”), and (iii) restricted stock units, some of which are subject to time-based vesting (“RSUs”) and some of which are subject to performance-based vesting (“Performance RSUs”). For the twelve months ended December 31, 2020, 2019, and 2018, respectively, the total stock-based compensation expense resulting from stock options, Restricted Stock, RSUs, Performance RSUs, and Performance Stock was recorded to the following line items of our consolidated statements of comprehensive income (loss): Year Ended December 31, (In thousands) 2020 2019 2018 Cost of revenue $ 1,201 $ 569 $ 327 Research and development expenses 1,641 1,056 469 Selling, general and administrative expenses 6,868 4,626 2,522 Stock-based compensation expense $ 9,710 $ 6,251 $ 3,318 Our stock-based compensation expense has increased yearly due to program expansion associated with our Company growth. A deferred tax asset of $1.9 million, $1.2 million, and $673 thousand resulting from stock-based compensation expense associated with awards relating to the Company’s U.S. operations, was recorded for the twelve months ended December 31, 2020, 2019, and 2018, respectively. As of December 31, 2020, there was $16.7 million of total unrecognized stock-based compensation related to non-vested share-based compensation awards granted under the stock award plans. This cost is expected to be recognized over a weighted average period of 1.9 years. We use the Black-Scholes Option Pricing Model (“BSOPM”) to determine the fair value of option grants. The Company uses the “historical” method to calculate the estimated life of any options that may be granted. The expected stock price volatility is calculated by averaging the historical volatility of the Company’s common stock over a term equal to the expected life of the options. We granted 200,000 options in 2020. We did not grant options in 2019 or 2018. The following weighted average assumptions were applied in determining the fair value of options granted during the respective periods: Year Ended December 31, 2020 2019 2018 Risk-free interest rate 0.63 % — — Expected option life (years) 5.7 — — Expected stock price volatility 47 % — — Expected dividend yield — — — Fair value of options granted $ 3.15 $ — $ — The assumptions used in the BSOPM valuation are critical as a change in any given factor could have a material impact on the financial results of the Company. The weighted average grant-date fair value of awards of restricted stock and restricted stock units is based on quoted market price of the Company’s common stock on the date of grant. Stock Option Activity The following is a summary of all stock option transactions for the three years ended December 31, 2020: Shares Weighted Average Exercise Price Weighted Average Remaining Contractual Term (Yrs) Outstanding at January 1, 2018 1,021,314 $ 3.11 Granted at market price — $ 0.00 Cancelled or expired (7,480 ) $ 4.04 Exercised (90,011 ) $ 1.83 Outstanding at December 31, 2018 923,823 $ 3.23 Granted at market price — $ 0.00 Cancelled or expired — $ 0.00 Exercised (167,438 ) $ 2.48 Outstanding at December 31, 2019 756,385 $ 3.39 Granted at market price 200,000 $ 7.37 Cancelled or expired — $ 0.00 Exercised (114,375 ) $ 2.90 Outstanding at December 31, 2020 842,010 $ 4.40 5.14 Options exercisable at December 31, 2020 660,760 $ 3.61 3.93 At December 31, 2020, all 842,010 options outstanding and all 660,760 options exercisable had an exercise price lower than the market value of the Company’s common stock. The aggregate intrinsic value of these options was $3.6 million and $3.3 million, respectively. At December 31, 2019, 756,385 options outstanding and 725,135 options exercisable had an exercise price lower than the market value of the Company’s common stock. The aggregate intrinsic value of these options was $2.6 million and $2.5 million, respectively. The total intrinsic value of options exercised during the years ended December 31, 2020 and 2019, was $514 thousand and $987 thousand, respectively. Summarized information about stock options outstanding at December 31, 2020, is as follows: Options Outstanding Options Exercisable Range of Exercise Prices Number Outstanding Weighted Average Remaining Contractual Life Weighted Average Exercise Price Number Exercisable Weighted Average Exercise Price $2.00 - $3.49 180,000 1.55 $ 2.67 180,000 $ 2.76 $3.50 - $4.99 462,010 4.65 $ 3.80 462,010 $ 3.80 $5.00 - $6.49 — — — — — $6.50 - $7.99 100,000 9.87 $ 6.70 — — $8.00 - $9.50 100,000 9.18 $ 8.03 18,750 $ 8.03 842,010 5.14 $ 4.40 660,760 $ 3.61 There were 725,135 and 817,573 exercisable options at December 31, 2019 and 2018, respectively. Restricted Stock Activity The following is a summary of all Restricted Stock activity during the three years ended December 31, 2020: Restricted Stock Weighted Average Fair Value Non-vested restricted stock at January 1, 2018 1,082,909 $ 4.57 Granted at market price 842,546 $ 4.53 Vested (419,452 ) $ 4.44 Cancelled (151,003 ) $ 4.77 Non-vested restricted stock at December 31, 2018 1,355,000 $ 4.71 Granted at market price 1,236,579 $ 7.36 Vested (560,497 ) $ 4.66 Cancelled (119,000 ) $ 7.00 Non-vested restricted stock at December 31, 2019 1,912,082 $ 6.26 Granted at market price 1,372,499 $ 7.78 Vested (995,503 ) $ 6.04 Cancelled (197,696 ) $ 6.70 Non-vested restricted stock at December 31, 2020 2,091,382 $ 7.34 Restricted Stock Unit Activity The following is a summary of all RSU activity during the three years ended December 31, 2020: Restricted Stock Units Weighted Average Fair Value Non-vested restricted stock units at January 1, 2018 86,419 $ 4.36 Granted at market price 36,500 $ 4.57 Vested (50,751 ) $ 4.18 Cancelled — $ — Non-vested restricted stock units at December 31, 2018 72,168 $ 4.59 Granted at market price 131,294 $ 8.19 Vested (63,387 ) $ 5.21 Cancelled — $ — Non-vested restricted stock units at December 31, 2019 140,075 $ 7.59 Granted at market price 135,226 $ 8.33 Vested (149,110 ) $ 7.47 Cancelled — $ — Non-vested restricted stock units at December 31, 2020 126,191 $ 8.52 Performance RSU Activity The following is a summary of all Performance RSU activity during the three years ended December 31, 2020: Performance RSUs Weighted Average Fair Value Non-vested performance RSUs at January 1, 2018 39,664 $ 3.98 Granted at market price 5,500 $ 4.04 Vested (32,665 ) $ 3.91 Forfeited — $ 0.00 Non-vested performance RSUs at December 31, 2018 12,499 $ 4.20 Granted at market price 50,000 $ 8.84 Vested (7,000 ) $ 4.08 Forfeited — $ 0.00 Non-vested performance RSUs at December 31, 2019 55,499 $ 8.39 Granted at market price 67,030 $ 7.53 Vested (48,910 ) $ 7.71 Forfeited (4,270 ) $ 8.05 Non-vested performance RSUs at December 31, 2020 69,349 $ 8.07 Performance Stock Activity The following is a summary of all Performance Stock activity during the three years ended December 31, 2020: Performance Stock Weighted Average Fair Value Non-vested performance stock at January 1, 2018 193,110 $ 4.39 Granted at market price 153,723 $ 4.04 Vested (77,874 ) $ 4.26 Forfeited (13,333 ) $ 4.50 Non-vested performance stock at December 31, 2018 255,626 $ 4.22 Granted at market price 417,500 $ 7.15 Vested (123,558 ) $ 4.15 Forfeited (75,000 ) $ 7.15 Non-vested performance stock at December 31, 2019 474,568 $ 6.38 Granted at market price 606,170 $ 7.68 Vested (160,796 ) $ 6.00 Forfeited (68,090 ) $ 6.30 Non-vested performance stock at December 31, 2020 851,852 $ 7.37 The weighted average grant-date fair value of awards of Restricted Stock, RSUs, Performance RSU’s, and Performance Stock is based on the quoted market price of the Company’s common stock on the date of grant. |